SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Harford Barney

(Last)

(First)

(Middle)

C/O ORBITZ WORLDWIDE, INC.

500 W. MADISON STREET, SUITE 1000

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Orbitz Worldwide, Inc. [ OWW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2015		M		77,344	A	$0⁽¹⁾	490,983	D
Common Stock	02/20/2015		F		24,287⁽²⁾	D	$11.58	466,696	D
Common Stock	02/20/2015		M		51,562	A	$0⁽¹⁾	518,258	D
Common Stock	02/20/2015		F		23,564⁽²⁾	D	$11.58	494,694	D
Common Stock	02/23/2015		S⁽³⁾		39,792	D	$11.545⁽⁴⁾	454,902	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based Restricted Stock Units⁽⁵⁾	⁽¹⁾	02/20/2015		M			77,344⁽⁶⁾	⁽⁷⁾	02/20/2017	Common Stock	77,344	$0	154,688⁽⁸⁾	D
Restricted Stock Units⁽⁵⁾	⁽¹⁾	02/20/2015		M			51,562⁽⁶⁾	⁽⁷⁾	02/20/2017	Common Stock	51,562	$0	103,126⁽⁸⁾	D

Explanation of Responses:

1. Each unit represents a right to receive, in the sole discretion of the Board of Directors of Orbitz Worldwide, Inc. (the "Company"), either (i) one share of the Company's common stock as of the vesting date or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date.

2. The underlying shares of common stock reported as disposed herein were retained (but not issued) by the Company in satisfaction of tax withholding obligations associated with the vesting of such units.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2012 and amended on June 10, 2013, February 25, 2014 and September 9, 2014.

4. Shares were sold in a series of transactions within the same trading day at prices ranging from $11.530 to $11.570. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.

5. Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated.

6. The units reported as disposed herein were settled for shares of the Company's common stock.

7. The units vest annually over four years on February 20, 2014, 2015, 2016 and 2017.

8. Excludes previously granted restricted stock units (RSUs) and performance-based RSUs with different terms, the ownership of which was previously reported on Form 3, 4 or 5.

Remarks:

	/s/ James F. Rogers, Attorney-in-fact for Barney Harford	02/24/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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